Adopted July 12, 1988
                                            Revised July 28, 1989
                                            Revised Dec. 18, 1991
                                            Revised April 8, 1994
                                        Revised December 13, 1995

                      AMENDED AND RESTATED
                        CODE OF BY-LAWS
                               OF
                    CENTRAL NEWSPAPERS. INC.


                           ARTICLE 1
         Identification, Records, Seal and Fiscal Year

     Section 1.01.  Name.  The name of the Corporation is Central
Newspapers, Inc. (the "Corporation").

     Section 1.02.  Place of Keeping Corporate Books and Records.
The Corporation shall keep at its principal office a copy of (a)
its Articles of Incorporation and all amendments thereto
currently in effect (the "Articles"); (b) its Code of By-Laws and
all amendments thereto currently in effect (the "By-Laws"); (c)
resolutions adopted by the Board of Directors (the "Board") with
respect to one or more classes or series of shares and fixing
their relative rights, preferences, and limitations, if shares
issued pursuant to these resolutions are outstanding; (d) minutes
of all meetings of the shareholders of the Corporation (the
"Shareholders") and records of all actions taken by the
Shareholders without a meeting (collectively, "Shareholders
Minutes") for the prior three years; (e) all written
communications by the Corporation to the Shareholders including
the financial statements furnished by the Corporation to the
Shareholders for the prior three years; (f) a list of the names
and business addresses of the current directors of the
Corporation (the "Directors") and the current officers of the
Corporation (the "Officers"); and (g) the most recent Annual
Report of the Corporation as filed with the Secretary of State of
Indiana. The Corporation shall also keep and maintain at its
principal office, or at such other place or places within or
without the State of Indiana as may be provided, from time to
time, in these By-Laws, (a) minutes of all meetings of the Board
and of each committee, and records of all actions taken by the
Board and by each committee without a meeting; (b) Shareholders
Minutes; (c) appropriate accounting records of the Corporation;
and (d) a record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the
Shareholders, in alphabetical order by class of shares, stating
the number and class of shares held by each Shareholder.  All of
the records of the Corporation described in this Section shall be
maintained in written form or in another form capable of
conversion into written form within a reasonable time.

     Section 1.03.  Seal. The corporate seal of the Corporation
shall be in circular form and mounted upon a metal die, suitable
for impressing upon paper, and about the upper periphery of the
seal shall appear the words "Central Newspapers, Inc." and about
the lower periphery thereof shall appear the word "Indiana" and
in the center thereof shall appear the word "Seal" and the year
"1934".  The corporate seal shall be used for ceremonial or
traditional purposes in such circumstances as the Secretary or
Assistant Secretary shall deem appropriate.  The Corporation
shall not be required to use the corporate seal for any purpose
whatsoever, and the absence of the impression of the corporate
seal from any document shall not affect in any way the validity
or effect of such document.

     Section 1.04.  Fiscal Year.  Each fiscal year of the
Corporation shall end on the last Sunday of each calendar year,
and the next fiscal year shall begin on the Monday following the
last Sunday in each calendar year.


                           ARTICLE 2
                             Shares

     Section 2.01.  Certificates for Shares.  Each holder of the
shares of the Corporation shall be entitled to a certificate in
such form as the Board may prescribe from time to time. However,
unless the Articles provide otherwise, the Board may authorize
the issue of some or all of the shares of any or all of the
Corporation's classes or series without certificates.  Within a
reasonable time after the issue or transfer of shares without
certificates, the Corporation shall send the Shareholder a
written statement of the information required on certificates by
the Indiana Business Corporation Law, as amended from time to
time (the "Act"), and the information required by the Indiana
Uniform Commercial Code, as in effect from time to time. A holder
of such shares may request that a certificate be provided to him
by giving notice to the Secretary of the Corporation. The
certificate shall be provided in the form prescribed by the
Board.

     Section 2.02.  Transfer of Shares.  The shares of the
Corporation shall be transferable only on the books of the
Corporation upon delivery to the Corporation of the
certificate(s) representing the same or, in the case of shares
without certificates, an instrument of assignment in respect of
the shares being transferred, in form and substance satisfactory
to the Corporation, properly endorsed by the registered holder or
by his duly authorized attorney, such endorsement to be
guaranteed by a bank or registered securities broker or dealer.
The requirement for such guarantee may be waived in writing upon
the form of endorsement by the President of the Corporation.

     Section 2.03.  Lost, Stolen or Destroyed Certificates.  The
Corporation may issue a new certificate for shares in the place
of any certificate theretofore issued and alleged to have been
lost, stolen or destroyed, but the Board may require the owner of
such lost, stolen or destroyed certificate, or his legal
representative, to furnish affidavit as to such loss, theft or
destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as it
may direct to indemnify the Corporation against any claim that
may be made on account of the alleged loss, theft or destruction
of such certificate.  A new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is not
imprudent to do so.

     Section 2.04.  Issue and Consideration for Shares.  The
Board may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed, or other
securities of the Corporation. If shares are issued for
promissory notes or for promises to render services in the
future, the Corporation shall report in writing to the
Shareholders the number of shares authorized to be so issued with
or before the notice of the next Shareholders' meeting. However,
if the Corporation is subject to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), these reporting
requirements are satisfied by complying with the proxy disclosure
provisions of the Exchange Act. The adequacy of the consideration
is to be determined by the Board, and that determination is
conclusive insofar as the adequacy of the shares relates to
whether the shares are validly issued, fully paid, and
nonassessable. Once the Corporation receives the consideration
for which the Board authorized the issuance of the shares, the
shares are fully paid and nonassessable.


                           ARTICLE 3
                    Meetings of Shareholders

     Section 3.01.  Place of Meetings.  All meetings of
Shareholders shall be held at the principal office of the
Corporation or at such other place, within or without the State
of Indiana, as may be specified in the respective notices or
waivers of notice thereof.

     Section 3.02.  Annual Meeting.  Unless otherwise determined
by the Board, the annual meeting of the Shareholders for the
election of Directors, and for the transaction of such other
business as may properly come before the meeting, shall be held
at 10:00 in the forenoon of the second Wednesday in May of each
year, if such day is not a legal holiday, and if a holiday then
on the first following day that is not a legal holiday. Failure
to hold the Annual Meeting at the designated time does not affect
the validity of any corporate action.

     Section 3.03.  Special Meetings.  Special meetings, for any
purpose or purposes (unless otherwise prescribed by law), may be
called by the Board or the President, and shall be called by the
President or any Vice-President at (a) the request in writing of
a majority of the Board, or (b) at the written demand, delivered
to the Secretary, of Shareholders holding of record not less than
25% of the voting power of all the shares of the Corporation
issued and outstanding and entitled by the Articles to vote on
the business proposed to be transacted thereat. All requests or
demands for special meetings shall state the purpose or purposes
thereof, and the business transacted at such meeting shall be
confined to the purposes stated in the call and matters germane
thereto.

     Section 3.04.  Record Date.  The Board may fix a record
date, not exceeding seventy (70) days prior to the date of any
meeting of the Shareholders, for the purpose of determining the
Shareholders entitled to notice of and to vote at such meeting.
In the absence of action by the Board fixing a record date as
herein provided, the record date shall be the fourteenth (14th)
day prior to the date of the meeting. A new record date must be
fixed if a meeting of Shareholders is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     Section 3.05.  Notice of Meetings.  A written or printed
notice, stating the place, day and hour of the meeting, and, in
the case of a special meeting or when otherwise required by any
provision of the Act, the Articles or these By-Laws, the purpose
or purposes for which the meeting is called, shall be delivered
or mailed by the Secretary or by the persons calling the meeting
to each Shareholder at the time entitled to vote, at such address
as appears on the records of the Corporation, at least ten (10)
and not more than sixty (60) days before the date of the meeting.
Notice of any special meeting called at the written demand of
Shareholders shall be delivered or mailed within sixty (60) days
of the Secretary's receipt of such demand.  Each Shareholder who
has in the manner provided in Section 3.06 of these By-Laws
waived notice of a Shareholders' meeting, or who personally
attends a Shareholders' meeting, or is represented thereat by a
proxy duly authorized to appear by an instrument of proxy
complying with the requirements hereinafter set forth, shall be
conclusively presumed to have been given due notice of such
meeting.

     Section 3.06.  Waiver of Notice.  Notice of any annual or
special meeting may be waived in writing by any Shareholder,
before or after the date and time of the meeting specified in the
notice thereof, by a written waiver delivered to the Corporation
for inclusion in the minutes or filing with the corporate
records. A Shareholder's attendance at any meeting in person or
by proxy shall constitute a waiver of any objection to (a) notice
of such meeting, unless the Shareholder at the beginning of the
meeting objects to the holding of or the transaction of business
at the meeting, and (b) consideration at such meeting of any
business that is not within the purpose or purposes described in
the meeting notice, unless the Shareholder objects to considering
the matter when it is presented.

     Section 3.07  Proxies.  A Shareholder entitled to vote at
any meeting may vote either in person or by proxy executed in
writing by the Shareholder or a duly authorized attorney-in-fact
of such Shareholder. For purposes of this Section, a proxy
granted by telegram, telex, telecopy or other document
transmitted electronically for or by a Shareholder shall be
deemed "executed in writing by the Shareholder." The general
proxy of a fiduciary shall be given the same effect as the
general proxy of any other Shareholder. No proxy shall be valid
after eleven months from the date of its execution unless a
longer or shorter time is expressly provided therein. An
appointment of a proxy is revocable by a Shareholder unless the
appointment form conspicuously states that it is irrevocable and
the appointment is coupled with an interest.

     Section 3.08.  Quorum.  At any meeting of Shareholders, the
holders of outstanding shares representing a majority of the
votes entitled to be cast with respect to the business to be
transacted at such meeting, represented thereat in person or by
proxy, shall constitute a quorum, and a majority vote of such
quorum shall be necessary for the transaction of any business by
the meeting, unless a greater number is required by law, the
Articles or these By-Laws. In case a quorum shall not be present
at any meeting, the holders of record representing a majority of
the votes so present in person or by proxy may adjourn the
meeting from time to time, without notice, other than
announcement at the meeting, unless the date of the adjourned
meeting requires that the Board fix a new record date therefore,
in which case notice of the adjourned meeting shall be given. At
any such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally scheduled.

     Section 3.09.  Shareholder List.  The Secretary shall cause
to be prepared before each meeting of Shareholders a complete
list of the Shareholders entitled to notice of such meeting,
arranged in alphabetical order by class of shares (and each
series within a class), and showing the address of, and the
number of shares entitled to vote held by, each Shareholder (the
"Shareholder List"). Beginning five business days before the
meeting and continuing throughout the meeting, the Shareholder
List shall be on file at the principal office or at a place
identified in the meeting notice as the city where the meeting
will be held, and shall be available for inspection by any
Shareholder entitled to vote at the meeting.  On written demand,
made in good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the
Shareholder List is directly connected with the Shareholder's
purpose, a Shareholder (or such Shareholder's agent or attorney
authorized in writing) shall be entitled to inspect and to copy
the Shareholder List, during regular business hours and at the
Shareholder's expense, during the period the Shareholder List is
available for inspection. The original stock register or transfer
book, or a duplicate thereof kept in the State of Indiana, shall
be the only evidence as to who are the Shareholders entitled to
examine the Shareholder List, or to notice of or to vote at any
meeting.

     Section 3.10.  Action Without Meeting.  Any action required
or permitted to be taken at any meeting of the Shareholders may
be taken without a meeting if the action is taken by all the
Shareholders entitled to vote on the action. The action must be
evidenced by one (1) or more written consents describing the
action taken, signed by all the Shareholders entitled to vote on
the action, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Action taken under
this Section is effective when the last Shareholder signs a
written consent, unless the consent specifies a different prior
or subsequent effective date.

     Section 3.11.  Voting Rights of Shareholders.  The
Shareholders of the Corporation shall have the voting rights set
forth in the Articles.

     Section 3.12.  Order of Business.  The order of business at
the annual meetings, and so far as practicable at all other
meetings, of Shareholders, shall be:

               Item (1).  Proof of due notice of meeting.

               Item (2).  Call of roll.

               Item (3).  Reading and disposal of any unapproved
          minutes.

               Item (4).  Annual reports of Officers and
          Committees.

               Item (5).  Unfinished business.

               Item (6).  New business.

               Item (7).  Election of Directors.

               Item (8).  Adjournment.

     Section 3.13.  Notice of Shareholder Business.  At any
meeting of the Shareholders, only such business or proposals
("Business") may be conducted as shall have been properly brought
before the meeting, and as shall have been determined to be
lawful and appropriate for consideration by Shareholders at the
meeting.  To be properly brought before a meeting, Business must
be (a) specified in the notice of meeting (or supplement thereto)
given in accordance with Section 3.05 of these By-Laws,
(b) brought before the meeting by or at the direction of the
Board or the President, or (c) brought before the meeting by a
Shareholder after giving timely notice thereof in writing to the
Secretary of the Corporation.  To be timely, a Shareholder's
notice must be delivered to or mailed and received at the
principal office of the Corporation, not less than ten (10) days
prior to the meeting.  A Shareholder's notice to the Secretary
shall set forth as to each matter the Shareholder proposes to
bring before the meeting (a) a brief description of the Business
desired to be brought before the meeting, (b) the name and
address, as they appear on the Corporation's Shareholder List, of
the Shareholder proposing such Business, (c) the class and number
of shares of the Corporation which are beneficially owned by the
Shareholder, and (d) any interest of the Shareholder in such
Business.  The person presiding at the meeting shall, if the
facts warrant, determine and declare to the meeting that Business
was not properly brought before the meeting in accordance with
the By-Laws, or that Business was not lawful or appropriate for
consideration by Shareholders at the meeting, and if he should so
determine, he shall so declare to the meeting, and any such
Business shall not be transacted. (Section added December 18,
1991)

     Section 3.14.  Notice of Shareholder Nominees.  Nominations
of persons for election to the Board may be made at any meeting
of Shareholders by or at the direction of the Board or by any
Shareholder of the Corporation entitled to vote for the election
of Directors at the meeting.  Shareholder nominations shall be
made pursuant to timely notice given in writing to the Secretary
of the Corporation in accordance with Section 3.13 of this By-
Laws.  Such Shareholder's notice shall set forth as to each
person whom the Shareholder proposes to nominate for election or
re-election as a Director, (a) the name, age, business address
and residence address of such person, (b) the principal
occupation or employment of such person, (c) the class and number
of shares of the Corporation which are beneficially owned by such
person, (d) any other information relating to such person that is
required to be disclosed in solicitation of proxies for election
of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including without limitation such person's written
consent to being named in the proxy statement as a nominee and to
serving as a Director if elected), and (e) the qualifications of
the nominee to serve as a Director of the Corporation.  The
Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee
to serve as a Director of the Corporation.  No Shareholder
nomination shall be effective unless made in accordance with the
procedures set forth in this Section 3.14.  The person presiding
at the meeting shall, if the facts warrant, determine and declare
to the meeting that a Shareholder nomination was not made in
accordance with the By-Laws, and if he should so determine, he
shall so declare to the meeting and the defective nomination
shall be disregarded. (Section added December 18, 1991)


                           ARTICLE 4
                       Board of Directors

     Section 4.01.  Duties and Number.  The business and affairs
of the Corporation shall be managed under the direction of a
Board of eight (8) Directors.

     Section 4.02.  Election, Term of Office and Qualification.
Directors shall be elected at each annual meeting by the
Shareholders entitled by the Articles to elect Directors.
Directors shall be elected for a term of one year and shall hold
office until their respective successors are elected and
qualified. Directors need not be residents of the State of
Indiana or Shareholders of the Corporation.  No decrease in the
number of Directors at any time provided for by these By-Laws
shall have the effect of shortening the term of any incumbent
Director.

     Section 4.03.  Powers of Directors.  The Board shall
exercise all the powers of the Corporation, subject to the
restrictions imposed by law, the Articles, or these By-Laws.

     Section 4.04.  Annual Meeting. Unless otherwise determined
by the President or the Board, the Board shall meet each year
immediately after the annual meeting of the Shareholders, at the
place where such meeting of the Shareholders has been held, for
the purpose of organization, election of Officers, and
consideration of any other business that may properly be brought
before the meeting.  No notice shall be necessary for the holding
of this annual meeting.  If such meeting is not held as above
provided, the election of Officers may be held at any subsequent
duly constituted meeting of the Board.

     Section 4.05.  Regular Board Meetings.  Regular meetings of
the Board may be held at stated times or from time to time, and
at such place, either within or without the State of Indiana, as
the Board may determine, without call and without notice.

     Section 4.06.  Special Board Meetings.  Special meetings of
the Board may be called at any time or from time to time, and
shall be called on the written request of at least two Directors
or the President, by causing the Secretary or any Assistant
Secretary to give to each Director, either personally or by mall,
telephone, telegraph, teletype or other form of wire or wireless
communication at least two days' notice of the date, time and
place of such meeting. Special meetings shall be held at the
principal office or at such other place, within or without the
State of Indiana, as shall be specified in the respective notices
or waivers of notice thereof. A Director may waive notice of any
special meeting of the Board before or after the date and time
stated in the notice by a written waiver signed by the Director
and filed with the minutes or corporate records. A Director's
attendance at or participation in a special meeting waives any
required notice to the Director of the meeting unless the
Director at the beginning of the meeting (or promptly upon the
Director's arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.

     Section 4.07.  Meeting by Telephone, etc.  Any or all of the
members of the Board or of any committee designated by the Board
may participate in a meeting of the Board or the committee, or
conduct a meeting through the use of, any means of communication
by which all persons participating may simultaneously hear each
other during the meeting, and participation in a meeting using
these means constitutes presence in person at the meeting.

     Section 4.08.  Quorum.  At all meetings of the Board, a
majority of the number of Directors designated for the full Board
shall be necessary to constitute a quorum for the transaction of
any business, except (a) that for the purpose of filling of
vacancies of the Board a majority of Directors then in office
shall constitute a quorum, and (b) that a lesser number may
adjourn the meeting from time to time until a quorum is present.
The affirmative vote of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the
Board, unless the act of a greater number is required by law, the
Articles or these By-Laws.

     Section 4.09.  Action Without Meeting.  Any action required
or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if the action is
taken by all members of the Board or of such committee. The
action must be evidenced by one (1) or more written consents
describing the action taken, signed by each member of the Board
or of the committee, and included in the minutes or filed with
the corporate records reflecting the action taken. Action taken
under this Section is effective when the last member of the Board
or of the committee signs a written consent, unless the consent
specifies a different prior or subsequent effective date.

     Section 4.10.  Resignations.  Any Director may resign at any
time by delivering written notice to the Board, its Chairman, the
President, or the Secretary.  Such resignation shall take effect
when the notice is delivered unless the notice specifies a later
effective date. If the resignation specifies a later effective
date, the Board may fill the pending vacancy before the effective
date, but the new Director may not take office until the vacancy
occurs.

     Section 4.11.  Removal.  Any Director may be removed, with
or without cause, at any meeting of the Shareholders by the vote
specified in the Articles, if notice of the intention to act upon
such matter shall have been given in the notice calling such
meeting.

     Section 4.12.  Vacancies.  Any vacancy occurring in the
Board, including a vacancy resulting from an increase in the
number of Directors, may be filled by the Board, or if the
Directors remaining in office constitute fewer than a quorum of
the Board, they may fill the vacancy by the affirmative vote of a
majority of all the Directors remaining in office. Each Director
so chosen shall hold office until the expiration of the term of
the Director, if any, whom he has been chosen to succeed, or, if
none, until the expiration of the term designated by the Board
for the directorship to which he has been elected, or until his
earlier removal, resignation, death, or other incapacity.

     Section 4.13.  Compensation of Directors.  The Board is
empowered and authorized to fix and determine the compensation of
Directors for attendance at meetings of the Board and additional
compensation for such additional services any of such Directors
may perform for the Corporation.

     Section 4.14.  Interest of Directors in Contracts.  Any
contract or other transaction between the Corporation and (a) any
Director, or (b) any corporation, unincorporated association,
business trust, estate, partnership, trust, joint venture,
individual or other legal entity ("Legal Entity") (1) in which
any Director has a material financial interest or is a general
partner, or (2) of which any Director is a director, officer or
trustee (collectively, a "Conflict Transaction"), shall be valid
for all purposes, if the material facts of the Conflict
Transaction and the Director's interest were disclosed or known
to the Board,' a committee with authority to act thereon, or the
Shareholders entitled to vote thereon, and the Board, such
committee, or such Shareholders authorized, approved, or ratified
the Conflict Transaction.  A Conflict Transaction is authorized,
approved or ratified:

          (a)  By the Board or such committee, if it receives the
     affirmative vote of a majority of the Directors who have no
     interest in the Conflict Transaction, notwithstanding the
     fact that such majority may not constitute a quorum or a
     majority of the Board or such committee or a majority of the
     Directors present at the meeting, and notwithstanding the
     presence or vote of any Director who does have such an
     interest; provided, however, that no Conflict Transaction
     may be authorized, approved or ratified by a single
     Director; or

          (b)  By such Shareholders, if it receives the vote of a
     majority of the shares entitled to be counted, in which vote
     shares owned or voted under the control of any Director who,
     or of any Legal Entity that, has an interest in the Conflict
     Transaction may be counted.

This Section shall not be construed to require authorization,
ratification or approval by the Shareholders of any Conflict
Transaction, or to invalidate any Conflict Transaction that would
otherwise be valid under the common and statutory law applicable
thereto.


                           ARTICLE 5
            Executive Committee and Other Committees

     Section 5.01.  Designation of Committees.  The Board may, by
resolution adopted by a majority of the actual number of
Directors elected and qualified, from time to time, designate (i)
any two (2) or more of its members to constitute an Executive
Committee, and (ii) any one (1) or more of its members to
constitute any other Committee. The Board shall have the power at
any time to increase or decrease the number of members of the
Executive Committee or any other Committee, to fill vacancies
thereon, to change any member thereof and to change the functions
or terminate the existence thereof.

     Section 5.02.  Powers of Committees.  During the intervals
between meetings of the Board, and subject to such limitations as
may be required by law or by resolution of the Board, the
Executive Committee shall have and may exercise all of the
authority of the Board, and any other Committee shall have and
may exercise such authority of the Board as may be provided in
the resolution designating such Committee; provided, however,
that neither the Executive Committee nor any other Committee
shall have authority to do any of the following:

          (a)  authorize dividends or other distributions, except
     that the Executive Committee (or an Officer designated by
     the Board) may authorize or approve a reacquisition of
     Shares if done according to a formula or method prescribed
     by the Board;

          (b)  approve or propose to the Shareholders action
     required by the law to be submitted to the Shareholders for
     approval;

          (c)  fill vacancies on the Board or any Committee;

          (d)  amend the Articles, except to the extent
     authorized in subsection (g);

          (e) adopt, amend or repeal these By-Laws;

          (f)  approve a plan of merger not requiring Shareholder
     approval; or

          (g)  authorize or approve the issuance or sale or of
     Shares, or determine the designation and relative rights,
     preferences and limitations of a class or series of Shares,
     except that the Executive Committee (or an Officer
     designated by the Board) may take the actions described in
     this subsection within limits prescribed by the Board.

The members of any Committee shall act only as a Committee, and
the individual members shall have no power as such.  All minutes
of Committee Meetings shall be submitted to the next succeeding
Board Meeting; but failure to submit the same shall not
invalidate any completed or incomplete action taken by the
Corporation upon proper authorization by such Committee prior to
the time when the same should have been or were submitted as
above provided.

     Section 5.03.  Meetings; Procedure; Quorum.  Sections 4.05
through 4.09 of these By-Laws dealing with meetings, action
without a meeting, notice and waiver of notice, and quorum and
voting requirements of the Board apply to the committees and
their members as well.


                           ARTICLE 6
                            Officers

     Section 6.01.  Number.  The Officers of the Corporation
shall consist of the President, the Executive Vice President, one
(1) or more Vice-Presidents, the Secretary, the Treasurer, and
such other officers as may be chosen by the Board at such time
and in such manner and for such terms as the Board may prescribe.
Any two (2) or more offices may be held by the same person.

     Section 6.02.  Election and Term of Office.  The Officers
shall be chosen by the Board or by an Officer duly elected or
appointed and duly authorized by the Board.  Each Officer shall
hold office until his successor is chosen and qualified, until
his death, until he shall have resigned, or until he shall have
been removed pursuant to Section 6.04 of these By-Laws.

     Section 6.03.  Resignations.  Any Officer may resign at any
time by delivering written notice to the Board, its Chairman, the
President, or the Secretary.  Such resignation shall take effect
when the notice is delivered unless the notice specifies a later
effective date.  If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the
Board may fill the pending vacancy before the effective date if
the Board provides that the successor does not take office until
the effective date.

     Section 6.04.  Removal.  Any Officer may be removed either
with or without cause, at any time, by the vote of a majority of
the actual number of Directors elected and qualified from time to
time, or by the Officer who appointed that Officer.

     Section 6.05.  Vacancies.  Whenever any vacancy shall occur
in any office, the same shall be filled by the Board, the
President, or by an Officer duly appointed by the Board, and the
Officer so chosen shall hold office during the remainder of the
term for which his predecessor was chosen or as otherwise
provided herein.

     Section 6.06.  President.  Subject to the general control of
the Board, the President shall manage and supervise all the
affairs and personnel of the Corporation and shall discharge all
the usual functions of the chief executive officer of a
corporation. He shall preside at all meetings of Shareholders and
Directors, discharge all the duties which devolve upon a
presiding officer, and shall exercise and perform such other
powers and duties as these By-Laws or the Board may prescribe.
The President shall have full authority to execute proxies in
behalf of the Corporation, to vote stock owned by it in any other
corporation, and to execute, with the Secretary, powers of
attorney appointing other corporations, partnerships, or
individuals the agent of the Corporation, all subject to the
provisions of the Act, the Articles and these By-Laws.

     Section 6.07.  The Executive Vice-President and Vice-
Presidents.  The Executive Vice-President shall perform all
duties incumbent upon the President during the absence or
disability of the President, and perform such other duties as the
By-Laws may require or the Board of Directors or President may
prescribe. The Vice-Presidents shall perform all duties incumbent
upon the Executive Vice-President during the absence or
disability of the Executive Vice-President, and perform such
other duties as these By-Laws may require or the Board of
Directors or President may prescribe.

     Section 6.08  Secretary.  The Secretary shall attend all
meetings of the Shareholders and of the Board, and shall keep or
cause to be kept in a book provided for the purpose a true and
complete record of the proceedings of such meetings, and shall
perform a like duty, when required, for all committees created by
the Board. He shall authenticate the records of the Corporation
when necessary and shall exercise and perform such other powers
and duties as these By-Laws, the Board, or the President may
prescribe. He shall give all notices of the Corporation and, in
case of his absence, negligence, or refusal so to do, any notice
may be given by a person so directed by the President or by the
requisite number of Directors or Shareholders upon whose request
the meeting is called as provided by these By-Laws.

     Section 6.09.  Treasurer.  The Treasurer shall keep correct
and complete records of account, showing accurately at all times
the financial condition of the Corporation. He shall be the legal
custodian of all moneys, notes, securities and other valuables
that may from time to time come into the possession of the
Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other
depository to be designated by the Board, and shall keep such
bank account in the name of the Corporation.  He shall furnish at
meetings of the Board, or whenever requested thereby, a statement
of the financial condition of the Corporation, and shall exercise
and perform such other powers and duties as these By-Laws, the
Board, or the President may prescribe. The Treasurer may be
required to furnish bond in such amount as shall be determined by
the Board.

     Section 6.10.  Chairman of the Board.  The Chairman of the
Board shall be elected from the Directors of the Corporation and
shall have the usual duties of a Chairman of the Board.

     Section 6.11.  Assistant Officers.  The Board or an Officer
duly appointed by the Board may from time to time designate
assistant Officers who shall exercise and perform such powers and
duties as the Officers whom they are elected to assist shall
specify and delegate to them, and such other powers and duties as
these By-Laws, the Board, or the President may prescribe. An
Assistant Secretary may, in the absence or disability of the
Secretary, attest the execution of all documents by the
Corporation.

     Section 6.12.  Delegation of Authority.  In case of the
absence of any Officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may delegate
the powers or duties of such Officer to any other Officer or to
any Director, for the time being.


                           ARTICLE 7
           Negotiable Instruments, Deeds, Contracts,
               Stock and Limitation of Liability

     Section 7.01.  Execution of Negotiable Instruments.  All
checks, drafts, bills of exchange and orders for the payment of
money by the Corporation shall, unless otherwise directed by the
Board, or unless otherwise required by law, be signed by any two
of the following Officers: the President, the Executive Vice-
President, any Vice-President, the Secretary or the Treasurer.
The Board may, however, authorize any one or more of such
Officers to sign checks, drafts, bills of exchange and orders for
the payment of money by the Corporation singly and without
necessity of countersignature; and the Board may designate any
other employee or employees of the Corporation, who may, in the
name of the Corporation, execute checks, drafts, bills of
exchange and orders for the payment of money by the Corporation
or in its behalf.

     Section 7.02.  Execution of Deeds, Contracts, Etc.  All
deeds, notes, bonds and mortgages made by the Corporation and all
other written contracts and agreements, other than those executed
in the ordinary course of corporate business, to which the
Corporation shall be a party shall be executed in its name by the
President, the Executive Vice-President, a Vice-President or by
any other Officer so authorized by the Board, acting by
resolution; and the Secretary, when necessary or required, shall
attest the execution thereof.

     Section 7.03.  Ordinary Contracts and Agreements.  All
written contracts and agreements into which the Corporation
enters in the ordinary course of business operations shall be
executed by any Officer or by any other employee of the
Corporation designated by the President to execute such contracts
and agreements.

     Section 7.04.  Endorsement of Certificates for Shares.
Unless otherwise directed by the Board, any share or shares
issued by any corporation and owned by the Corporation (including
reacquired shares of the Corporation) may, for sale or transfer,
be endorsed in the name of the Corporation by the President, the
Executive Vice-President or a Vice-President, and the Secretary,
when necessary or required, shall attest such endorsement.

     Section 7.05.  Voting of Shares Owned by Corporation.
Unless otherwise directed by the Board, any share or shares
issued by any other corporation and owned or controlled by the
Corporation may be voted at any shareholders' meeting of such
other corporation by the President of the Corporation, or in his
absence by the Executive Vice-President of the Corporation.
Whenever, in the judgment of the President, it is desirable for
the Corporation to execute a proxy or give a shareholder's
consent in respect to any share or shares issued by any other
corporation and owned by the Corporation, such proxy or consent
shall be executed in the name of the Corporation by the President
or the Executive Vice-President of the Corporation. Any person or
persons designated in the manner above stated as the proxy or
proxies of the Corporation shall have full right, power and
authority to vote the share or shares issued by such other
corporation and owned by the Corporation in the same manner as
such share or shares might be voted by the Corporation.

     Section 7.06.  Limitation of Liability.  The following
provisions apply with respect to liability on the part of a
Director, a member of any committee appointed by the Board (an
"Appointed Committee"), Officer, employee or agent of the
Corporation (collectively, "Corporate Persons," and individually,
a "Corporate Person") for any loss or damage suffered on account
of any action taken or omitted to be taken by a Corporate Person:

          (a)  General Limitation.  No Corporate Person shall be
     liable for any loss or damage if, in taking or omitting to
     take any action causing such loss or damage, either (1) such
     Corporate Person acted (A) in good faith, (B) with the care
     an ordinarily prudent person in a like position would have
     exercised under similar circumstances, and (C) in a manner
     such Corporate Person reasonably believed was in the best
     interests of the Corporation, or (2) such Corporate Person's
     breach of or failure to act in accordance with the standards
     of conduct set forth in Clause (a)(1) above (the "Standards
     of Conduct") did not constitute willful misconduct or
     recklessness.

          (b)  Reliance on Corporate Records and Other
     Information.  Any Corporate Person shall be fully protected,
     and shall be deemed to have complied with the Standards of
     Conduct, in relying in good faith, with respect to any
     information contained therein, upon (1) the Corporation's
     records, or (2) information, opinions, reports or statements
     (including financial statements and other financial data)
     prepared or presented by (A) one or more other Corporate
     Persons whom such Corporate Person reasonably believes to be
     competent in the matters presented, (B) legal counsel,
     public accountants or other persons as to matters that such
     Corporate Person reasonably believes are within such
     person's professional or expert competence, (C) an Appointed
     Committee, of which such Corporate Person is not a member,
     if such Corporate Person reasonably believes such Appointed
     Committee merits confidence, or (D) the Board, if such
     Corporate Person is not a Director and reasonably believes
     that the Board merits confidence.


                           ARTICLE 8

                           Amendments

     Section 8.01.  Amendment of By-Laws.  The power to make,
alter, amend or repeal these By-Laws is vested in the Board, but
the affirmative vote of a number of Directors equal to a majority
of the number who would constitute a full Board of Directors at
the time of such action shall be necessary to take any action for
the making, alteration, amendment or repeal of these By-Laws.
INDS01  KEA  18110